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IN THE UNITED STATES DISTRICT COURTFOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Plaintiff,

v.

AT&T CORP. and
TELE-COMMUNICATIONS, INC.,

Defendants.

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No. 1: 98CV03170:
(Antitrust)

STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

A. The Court has jurisdiction over the subject matter of this action and over
each of the parties hereto, and venue of this action is proper in the District
for the District of Columbia.

B. The parties to this Stipulation consent that a Final Judgment in the form
attached may be filed and entered by the Court, upon the motion of any party
or the Court's own motion, at any time after compliance with the requirements
of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), without
further notice to any party or other proceedings, provided that plaintiff has
not withdrawn its consent, which it may do at any time before entry of the proposed
Final Judgment by serving notice on the defendants and by filing that notice
with the Court.

C. Defendants shall abide by and comply with the provisions of the proposed Final
Judgment pending entry of the Final Judgment, and shall, from the date of the filing of this Stipulation,
comply with all the terms and provisions of the proposed Final Judgment as though the same were in
full force and effect as an order of the Court.

D. In the event plaintiff withdraws its consent, as provided in paragraph
(B) above, or if the proposed Final Judgment is not entered pursuant
to this Stipulation, this Stipulation shall be of no effect whatever,
and the making of this Stipulation shall be without prejudice to any
party in this or any other proceeding.